8-K: Wheels Up Receives NYSE Notice Regarding Minimum Share Price Requirement

Wheels Up has received a notice from the NYSE stating that it is not in compliance with the exchange's listing standards due to its stock price falling below $1.00 for a sustained period.

Summary

• Wheels Up Experience Inc. received a notice from the New York Stock Exchange on April 22, 2025, indicating non-compliance with Section 802.01C of the NYSE Listed Company Manual, which requires a minimum average closing price of $1.00 per share over a 30-day trading period.
• The company has a six-month cure period to regain compliance.
• Wheels Up intends to seek stockholder approval for a reverse stock split at its annual meeting on June 10, 2025, with a ratio between 1-for-5 and 1-for-20.
• The company may consider other options to regain compliance.
• The notice does not immediately affect the listing of Wheels Up's common stock, which will continue to trade on the NYSE under the symbol UP, but will have an added designation of '.BC'.
• As of December 31, 2024, Wheels Up had approximately $316 million in liquidity, including $216 million in unrestricted cash and an undrawn $100 million commitment from Delta Air Lines.
• Management remains focused on improving profitability and expanding margins by modernizing its fleet, leveraging partnership with Delta and delivering premium solutions for every customer journey.

Sentiment

Score: 4

Explanation: The sentiment is slightly negative due to the NYSE notice and the need for a reverse stock split. However, the company has a plan to regain compliance and has some liquidity.

Positives

• Wheels Up has six months to regain compliance with NYSE listing standards.
• The company has $316 million in liquidity as of December 31, 2024, including an undrawn $100 million commitment from Delta Air Lines.
• Wheels Up is pursuing a reverse stock split to increase its share price.
• The company is focused on improving profitability and expanding margins.

Negatives

• Wheels Up is not in compliance with NYSE listing standards due to its low share price.
• There is no guarantee that the company will regain compliance or avoid delisting.
• The company's stock symbol will have an added designation of '.BC' to indicate below compliance with the NYSE's continued listing standards.

Risks

• The company may not be able to regain compliance with Section 802.01C of the NYSE Listed Company Manual.
• The company may be delisted from the NYSE.
• Stockholder approval of the reverse stock split is not guaranteed.
• The reverse stock split may not be sufficient to raise the share price above $1.00.
• The company's business, results of operations, and financial condition could be negatively impacted by the non-compliance notice.

Future Outlook

Wheels Up intends to regain compliance with NYSE listing standards through a reverse stock split and other available options, focusing on long-term foundational improvements to its operations and commercial engine to build a resilient business model for sustainable future profitability.

Management Comments

• Management remains focused on improving profitability and expanding margins by modernizing its fleet, leveraging partnership with Delta and delivering premium solutions for every customer journey.

Industry Context

The private aviation industry is competitive, and maintaining a healthy stock price is important for investor confidence and access to capital. Wheels Up's partnership with Delta Air Lines is a key differentiator in the market.

Comparison to Industry Standards

• Wheels Up's situation can be compared to other publicly traded aviation companies that have faced listing compliance issues.
• Companies like JetBlue and Southwest Airlines are examples of airlines that have maintained strong stock performance through operational efficiency and strategic partnerships.
• The success of Wheels Up's turnaround will depend on its ability to execute its strategic plan and improve its financial performance, similar to how other companies in the industry have overcome challenges.

Stakeholder Impact

• Shareholders may experience dilution if the reverse stock split is implemented.
• Employees may be affected by any restructuring or cost-cutting measures taken to improve profitability.
• Customers may be impacted by changes to the company's services or pricing.
• Suppliers and creditors may be concerned about the company's financial stability.

Next Steps

• Seek stockholder approval for a reverse stock split at the annual meeting on June 10, 2025.
• Consider other available options to regain compliance with NYSE listing standards.
• Execute long-term, foundational improvements to operations and commercial engine.

Key Dates

Keywords

NYSE, listing standards, reverse stock split, compliance, share price, Wheels Up, delisting